2200 W. Salzburg Road
Midland, MI 48686-0994
United States
www.xiameter.com
The XIAMETER® Business Model
The XIAMETER business model from Dow Corning seeks the most efficient means to provide
you a wide variety of silicone products. The XIAMETER business model differs significantly
from the products and services associated with Dow Corning® brand products. We encourage
you to explore the value of both XIAMETER® brand products and services and Dow Corning®
brand products and services. We ask that you review, understand and work within our Business
Terms and Conditions defined below.
The XIAMETER® Business Terms and Conditions
1) Become a Registered XIAMETER® Customer
a) You may become a Registered XIAMETER Customer by completing our registration
and credit application which may be found on the XIAMETER® website at
www.xiameter.com.
b) By registering as a XIAMETER Customer and purchasing products through the
XIAMETER model, you agree that all purchases will be subject to the XIAMETER
Business Terms and Conditions contained in this document. No different or additional
terms shall apply except signed written agreements with Dow Corning that explicitly
include XIAMETER products.
c) We may change the XIAMETER Business Terms and Conditions at any time and will
notify you of these changes.
2) Products/Services
a) XIAMETER website offers a variety of standard silicone products and web-enabled
services. See the PRODUCT CATALOG.
b) XIAMETER products will meet the XIAMETER sales specifications in effect at time of
shipment.
c) For many XIAMETER products we provide a chemical equivalency document to Dow
Corning products.
d) Product technical information is available through the XIAMETER website and the
XIAMETER® Customer Center.
e) We do not routinely offer samples of XIAMETER products.
3) Pricing
a) XIAMETER website prices are market-driven and subject to change without notice. The
price charged will be the price in effect at time of Order placement. Please check our
website frequently for the latest pricing.
b) Pricing will be quoted for logical and efficient shipping quantities of a single product for a
single ship date. For smaller quantities than we offer, please contact a XIAMETER®
distributor.
c) We select the currency based upon your delivery location. Available currencies include:
U.S. Dollars, Euros, British Pounds, Korean Won, Chinese RMB, Brazilian Real,
Australian Dollars, Taiwan Dollars, Thai Baht, or Japanese Yen. Where charges are
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quoted in the Business Terms and Conditions in US Dollars, the charges will be
converted to invoice currency.
d) Prices do not include local taxes. We may add any applicable taxes or government
charges to the price. See XIAMETER tax information.
4) Orders
a) As a Registered XIAMETER Customer, you may place your Orders using the
XIAMETER website. Or, if you prefer, we will enter an Order on your behalf, and a $250
surcharge will be added.
b) The XIAMETER website Order entry system is real-time and linked to our production
planning, inventory and order system.
c) Orders may contain multiple products and/or multiple ship dates, but each Order must
be shipped to the same registered location. Each line item may ship separately.
d) The XIAMETER website will indicate available ship dates for each product based on
current supply capability. At the time you place an Order, we provide a planned ship
date.
e) Orders may be placed for shipment on any available ship date up to ninety (90) days
after the date that you place the Order.
f) Each product will have a Standard Product Order Lead Time. The available ship date
presented to you on the website is based in part on the Standard Order Lead Time.
Ship dates prior to the Standard Order Lead Time may be requested, and a potential fee
assessed, by contacting the local XIAMETER customer service center. Based on
product availability and other manufacturing practices, your request may be (i) accepted;
(ii) accepted with a fee; or (iii) rejected. If your request is accepted with a fee, the fee will
be applied as a surcharge of 5% of the line item value or $500.00 per line item,
whichever is greater.
g) The XIAMETER website will allow some products from the same product family
packaged and shipped from the same XIAMETER Ship Site to be combined on a single
Order for a single ship date to reach tiered pricing levels. See the Purchase Options
Page for details.
h) For bulk shipments, the quantity shipped and invoiced may be +/- 10 % of the quantity
ordered. For sales of variable fill and private label products, the quantity shipped and
invoiced will be the full batch size and may vary from the quantity ordered.
5) Order Changes/Cancellations
a) Grace Period Within three (3) calendar days from date you place the Order, you may
with no charge:
(1) change the quantity,
(2) delete any line on the Order, or
(3) cancel the entire Order.
After the three day grace period, changes to the quantity are not permitted; deletion of any line
or cancellation of the Order will be subject to a cancellation fee. No grace period changes are
permitted if your order is scheduled to ship within three (3) business days.
b) Changes to Planned Ship Date. You may change the ship date of your Order on the
XIAMETER website subject to product availability and certain other restrictions.
(1) Delaying the planned ship date. If you enter an Order Change outside
(before) the Standard Product Order Lead Time, you may delay the ship date of
the line item up to ninety (90) days from the date you originally placed your
Order. If you enter an Order change inside (after) the Standard Product Lead
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Time, you may delay the ship date of the line item up to ten (10) days. You may
not change the ship date within three (3) business days of the scheduled ship
date.
c) Other Changes: Until three (3) business days prior to the first planned ship date for your
Order, you may:
(1) Change the payment terms (subject to the standard charge for optional payment
terms)
(2) Change the customer Purchase Order number
d) You may cancel any line item on an Order up until three (3) business days prior to the
planned ship date. All canceled lines (except cancellations within three days of placing
the Order) are subject to a cancellation fee of five percent (5) % of the line value or $250
per line, whichever is greater.
e) No Changes may be made within three (3) business days of the planned ship date.
f) If you need XIAMETER customer service assistance to make any changes to an order,
contact the local customer service center.
6) Shipments and Freight Terms
a) We will select the manufacturing plant and XIAMETER ship site.
b) The freight terms applicable to your Order will be determined by the XIAMETER ship site
and delivery location based on the XIAMETER INCO TERMS 2010 Chart. XIAMETER
standard freight terms are CIP, for most countries. For CIP shipments to a customer
located in the same country as the XIAMETER ship site (or for CIP shipments from an
EU XIAMETER ship site to a customer located in the EU), we will deliver to your
registered customer location. For CIP shipments to a customer in different country than
the XIAMETER ship site, we will deliver to a named port in your country; you will be
responsible for customs clearance, inland freight and other associated costs.
c) If the shipment cannot be unloaded promptly at your delivery site, you will be responsible
for paying demurrage charges.
d) You must document any quantity discrepancies on the carrier’s delivery note and notify
us of the discrepancy within three (3) business days.
e) We do not accept customer convenience returns.
7) Credit and Payment Terms
a) With approved open credit, our standard payment terms are net thirty (30) days from
the date of invoice. Invoices are issued and dated when the product(s) ship from the
XIAMETER ship site. For Orders with transit time of greater than thirteen (13) days
from the XIAMETER ship site to the named port, with approved credit, we offer payment
terms of net sixty (60) days from the date of invoice.
b) With approved open credit, customers may select optional payment terms. Charges
for the optional payment terms are quoted at the time of Order entry.
c) The payment due date is the date that Dow Corning expects to receive payment. No
unauthorized deductions are allowed. If payment is not received by the due date, all
past due balances will incur late fees assessed at an annual percentage rate of 18% (or
the maximum allowable interest rate permitted by law whichever is less). We may delay
or cancel any Order on an account with any past due balance. In addition, you will not
be able to place new orders until past due balances are paid.
d) For customers without approved open credit, other accepted payment methods
include:
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(1) Visa, MasterCard or American Express (limited countries). We will charge
your account prior to the planned ship date.
(2) Payment In Advance. Payment in full must be received at least five (5)
business days prior to the planned ship date.
(3) Letter of Credit. If you plan to pay with a letter of credit, you will need to
complete our Letter of Credit form. Letters of Credit must be in US dollars and
must be received at our designated office at least five (5) business days prior to
the planned ship date. We reserve the right to reject Letters of Credit with
discrepancies.
e) If the charge is rejected by the credit card company, we will block your Order. If
payment in advance or Letter of Credit is not received at least five (5) business days
prior to the planned ship date, we will cancel your Order.
f) You will be responsible for any bank, currency conversion or other transaction charges.
g) Orders cancelled due to credit reasons will be subject to a cancellation fee of five (5) %
of the line value or $250 per line, whichever is greater.
8) Communications:
a) By Registering as a XIAMETER customer and by placing Orders for XIAMETER
products, you agree to accept e-mails and self-serve web-based communications in lieu
of hard copy documents mailed to you.
b) For each Order, you will receive the following e-mail communications:
i) Notice of Order Receipt or Change – We will send an automatic e-mail notice
when your Order is received or changed. Line items with a planned ship date
indicate that we have confirmed/accepted that line item on your Order. Line items
without a confirmed ship date have not been accepted. The notice will contain a link
to your Order Acknowledgement.
ii) Notice of Shipment – We will send an automatic e-mail notice when we ship one or
more of the products you ordered. The notice will contain links to Certificates of
Analysis and Safety Data Sheets for the products you ordered, and a link to your
Delivery Note.
iii) Notice of Invoice – We will send an automatic e-mail notice to you when your
invoice has been issued. The notice will contain a link to your Invoice. If local laws
require Invoices to be sent with your shipment, we will comply with the law.
If you encounter any problems with receiving or retrieving any of these documents, please use
the Contact Us function on our website.
9) Other Terms:
a) END USE: You are solely responsible for determining the suitability of the Products for
the uses contemplated by you or your customers. You assume all risk and liability for
loss, damage or injury to your property and others arising out of the use or possession of
the Products furnished under this agreement. The Products are neither tested nor
represented as suitable for medical or pharmaceutical uses. You agree not to knowingly
sell or use the Products in a finished medical device or pharmaceutical application
unless you receive explicit authorization, in writing, from Dow Corning. Dow Corning
reserves the right to cancel any Buyer order if Dow Corning reasonably believes that the
Products are being sold to a customer for use in a finished medical device or
pharmaceutical application without explicit authorization.
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b) RECYCLED MATERIALS: Buyers who purchase recycled silicone fluids must be aware
of, and must notify their direct customers, that recycled silicone fluids may contain low
levels of impurities. It is the Buyers’ responsibility to assure products are effective and
fully satisfactory for their end-use.
c) LIMITED WARRANTY: Dow Corning warrants only that the Products meet its sales
Specifications in effect at the time of shipment. DOW CORNING DISCLAIMS ALL
OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO
ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, COURSE OF DEALING, USAGE OR TRADE OR
INFRINGEMENT OF ANY PATENT BY PRODUCT.
d) EXCLUSIVE REMEDY: Your exclusive remedy and Dow Corning’s sole responsibility
for any claim or cause of action arising under this Agreement is expressly limited to
either (1) replacement of the Product or refund of the purchase price of all Products
shown to be other than as warranted, or (2) payment not to exceed the purchase price of
the specific Products for which damages are claimed. Any refund or replacement is
conditioned on you giving Dow Corning notice within 30 days of the date you receive the
Product that the Products are other than as warranted.
e) DISCLAIMER OF INCIDENTAL AND CONSEQUENTIAL DAMAGES: IN NO EVENT
SHALL DOW CORNING BE LIABLE TO YOU WHETHER IN CONTRACT OR TORT
OR FOR BREACH OF STATUTORY DUTY FOR ANY INCIDENTAL, INDIRECT,
CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION
CLAIMS FOR INDEMNIFICATION, LOST REVENUES AND PROFITS EVEN IF DOW
CORNING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
f) CONTINGENCIES: Dow Corning will incur no liability from delay in performance, nonperformance or other failure to meet any obligation to you caused by circumstances
beyond its control including but not limited to: war, fire, flood, strike, labor troubles,
breakage of equipment, accident, riot, act of governmental authority, or Acts of God or in
the inability to obtain, on terms judged reasonable by Dow Corning, raw materials
(including energy source) used in connection with the Products. In the event information
becomes available to Dow Corning or you which indicates a significant increased risk of
potentially adverse human or environmental effects associated with the manufacture,
sale, use, or disposal of the Products, or raw materials or intermediates which are used
to manufacture the Products, either party may terminate this Agreement without penalty
or further obligation by providing written notice to the other.
g) Responsible Care®: You agree to manage your business consistent with the guiding
principles of the Responsible Care® initiative of the American Chemistry Council or a
similarly comprehensive health, safety and environmental program.
h) EXPORT CONTROL: You agree to adhere to all applicable export control laws and
regulations, including US export control laws and regulations, and will not export, reexport, resell, or transfer the Products except in accordance with such laws and
regulations. You confirm that, unless otherwise authorized under applicable export
control regulations, you will not use or transfer the Products for use in the development,
production, operation, or maintenance of nuclear applications or facilities, chemical or
biological weapons or rocket systems or unmanned air vehicle applications.
i) Applicable Law: This Agreement shall be governed by and construed in accordance
with the Laws in the jurisdiction of Dow Corning’s incorporation and in the event of a
dispute arising out of this Agreement, both Parties agree that the court where Dow
Corning is incorporated shall have jurisdiction.
j) Commencement of Suit: Any action for breach of this Agreement must be commenced
within two years after the cause of action has accrued.
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k) Non-Assignment: You shall not assign or transfer its rights and duties under this
Agreement without Dow Corning’s prior written consent.
l) Waiver: Dow Corning’s waiver of a breach by you of any provision of the Agreement
shall not constitute a waiver of any other breach, or a waiver of a subsequent breach of
the same provision.
m) Severability: If one or more of the provisions of this Agreement shall be found, by a
court with jurisdiction, to be illegal, invalid or unenforceable, it shall not affect the legality,
validity or enforceability of any of the remaining provisions of this Agreement. The
parties agree to attempt to substitute for any illegal, invalid or unenforceable provision a
legal, valid or enforceable provision, which achieves to the greatest extent possible the
economic objectives of the illegal, invalid or unenforceable provision.
n) Entire Agreement: These Business Terms and Conditions together with the XIAMETER
Product sales specifications in effect at the time of shipment represent the entire
agreement between Dow Corning and you with respect to the sale of Products. No
different or additional terms or conditions in any purchase orders or other documents will
apply unless specifically agreed by the parties in writing. Products purchased through
the XIAMETER website or entered on your behalf will not be included in any rebate or
contract volume agreements with Dow Corning unless the XIAMETER brand products
are specifically identified in the signed written agreement.
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